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HomeMy WebLinkAboutResolution - 2011-R0344 - Contract Of Sale - Shannon Fox - 08/11/2011Resolution No. 2011—RO344 August 11, 2011 Item No. 5.5 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: SECTION 1. THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, a Contract of Sale for the purchase of a house, by and between the City of Lubbock and Shannon L. Fox, and related documents. Said Contract of Sale is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. SECTION 2. THAT subsequent to the City's acquisition of the home located at 10106 Milwaulkee Avenue, the City shall pay to the owner the reasonable expenses of moving the owner's personal property from the home upon proper documentation and closing; cost. Passed by the City Council on August 11, 2011 TOM MARTIN, MAYOR ATTEST: Rebe a Garza, City Secreta APPROVED AS TO CONTENT: "dz2l�, - fiud - Marsha Reed, P.E., Chief Operations Officer Dave Booker, Right -of -Way Agent APP V A T FORM: Chad Weaver, Assistant City Attorney vw: ccdocs/RES. Contract of Sale -Fox [son] July 11, 2011 Resolution No. 2011-RO344 CONTRACT OF SALE Contract: 10366 STATE OF TEXAS § COUNTY OF LUBBOCK § This Contract of Sale (the "Contract") is made this 11thday of August 12011, effective as of the date of execution hereof by Buyer, as defined herein, (the "Effective Date"), by and between SHANNON L. FOX (referred to herein as "Seller") and the CITY OF LUBBOCK, TEXAS, a Home Rule Municipal Corporation of Lubbock County, Texas (referred to herein as "Buyer"). RECITALS WHEREAS, Seller owns that certain house further described in Exhibit "A" attached hereto (the "House"); and WHEREAS, Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller the House on the terms set forth herein; WHEREAS, Seller desires to sell to City, and City desires to buy from Seller, the House together with all and singular the permanent improvements attached thereto, excluding and except for the items set forth in Exhibit `B" attached hereto which must be removed from the House by the Seller no later than the date set forth in paragraph 2.01. ARTICLE I SALE OF PROPERTY For the consideration hereinafter set forth, and upon the terms, conditions and provisions herein contained, Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, the House (hereinafter sometimes referred to as the "Property") ARTICLE II PURCHASE PRICE AND EARNEST MONEY 2.01 Purchase Price. The Purchase Price to be paid to Seller for the Property is the sum of Seventy Five Thousand and NO/100 Dollars ($75,000.00) (the "Purchase Price"). Buyer shall deliver to Seller the purchase price no later than six (6) months after the Effective Date and Seller shall deliver to the Buyer, contemporaneously, the fully executed Bill of Sale in the form as attached hereto as Exhibit "A". This exchange shall herein be referred to as the "Date of Sale." ARTICLE III REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS 3.01 Representations and Warranties of Seller. To induce Buyer to enter into this Contract and consummate the sale and purchase of the Property in accordance with the terms and provisions herewith, Seller represents and warrants to Buyer as of the Effective Date, that: (a) There are no adverse or other parties in possession of the Property or any part thereof, and no party has been granted any license, lease or other right related to the use or possession of any of the Property, or any part thereof. (b) The Seller has the full right, power, and authority to sell and convey the Property as provided in this Contract and to carry out Seller's obligations hereunder. (c) The Seller has not received notice of, and has no other knowledge or information of, any pending or threatened judicial or administrative action, or any action pending or threatened by adjacent landowners or other persons against or affecting the Property. This representation limited to the Effective Date. (d) To the best of Seller's knowledge, the Seller has paid all real estate and personal property taxes, assessments, excises, and levies that are presently due, if any, which are against or are related to the Property. (e) Seller has not contracted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction or taken any action which would result in any real estate broker commissions or finder's fee or other fees payable to any other party with respect to the transactions contemplated in this Contract. 3.02 Covenants and Agreements of Seller. Seller covenants and agrees with Buyer as follows: (a) From the Effective Date until the Date of Sale or earlier termination of this Contract, Seller shall: (i) Not enter into any written or oral contract, lease, easement or right of way agreement, conveyance or any other agreement of any kind with respect to, or affecting, the Property (herein "Nonpermitted Agreements"). (ii) Advise the Buyer promptly of any litigation, arbitration, or administrative hearing concerning or affecting the Property. (iii) Not take, or omit to take, any action that would result in a violation of the representations, warranties, covenants, and agreements of Seller. (iv) Not sell, assign, lease or convey any right, title or interest whatsoever in or to the Property, or create, or permit to exist, any lien, encumbrance, or charge thereon. (v) Maintain a fire and extended coverage insurance policy in the standard promulgated form and with standard terms, which will include but is not limited to losses from storms and fires, in the minimum amount of the appraised value of the permanent improvements on the Land as determined by th,: Lubbock Central Appraisal District for calendar year 2011. Contract of Sale — Shannon L. Fox Page 2 of 7 (vi) Maintain the Property in its current condition and state of repair, ordinary wear and tear excepted. (b) To indemnify and hold Buyer harmless, to the extent permitted by law, from all loss, liability, and expense, including, without limitation, reasonable attorneys' fees, arising or incurred as a result of any liens or claims resulting from labor or materials furnished to the Property under any written or oral contracts arising or entered into prior to the sale of the Property to Buyer. 3.03 Representations of Buyer. Buyer represents and warrants to Seller as of the Effective Date: (a) The Buyer has the full right, power and authority to purchase the Property as provided in this Contract and to carry out Buyer's obligations hereunder. (b) Buyer has not contracted or entered into any agreement with any real estate broker, agent, finder or any other party in connection with this transaction or taken any action which would result in any real estate broker commissions or finder's fee or other fees payable to any other party with respect to the transactions contemplated in this Contract. 3.04 Adjustment of Taxes. Ad valorem taxes relating to the Property for the calendar year shall be prorated between Seller and Buyer as of the Date of Sale as defined in 2.01, above. ARTICLE IV DEFAULTS AND REMEDIES 4.01 Seller's Defaults and Buyer's Remedies. (a) Seller's Defaults. Seller is in default under this Contract on the occurrence of any one or more of the following events: (i) Any of Seller's warranties or representations contained in this Contract are untrue; or (ii) Seller fails to meet, comply with or perform any covenant, agreement, condition precedent or obligation on Seller's part required within the time limits and in the manner required in this Contract. (b) Buyer's remedies. If Seller is in default under this Contract, Buyer as Buyer's sole and exclusive remedies for the default, may, at Buyer's sole option, do either one of the following: (i) Terminate this Contract by written notice delivered to Seller; or (ii) Enforce specific performance of this Contract against Seller, requiring Seller to convey the Property to Buyer. Contract of Sale — Shannon L. Fox Page 3 of 7 4.02 Seller's Remedies. (a) Seller's Remedy. if Buyer is in default under this Contract, Seller, as Seller's sole and exclusive remedies for the default, may at Seller's sole option, do either one of the following: (i) Terminate this Contract by written notice delivered to Buyer; or (ii) Enforce specific performance of this Contract against Buyer, requiring Buyer to purchase the Property from Seller subject to no liens, encumbrances, exceptions, and conditions. ARTICLE V MISCELLANEOUS 5.01 Notice. All notices, demands, requests, and other communications required hereunder shall be in writing, and shall be deemed to be delivered, upon the earlier to occur of (a) actual receipt, and (b) two (2) calendar days following the deposit of, in a regularly maintained receptacle for the United States Mail, registered or certified, return receipt requested, postage prepaid, addressed as follows: SELLER: Shannon L. Fox 10106 Milwaukee Avenue Lubbock, Texas 79424 Copies to: For Buyer: Sam Medina City Attorney P. O. Box 2000 Lubbock, TX 79457 (806) 775-2221 Telecopy: (806) 775-3307 .Hwa 11 ' 14 City of Lubbock Tom Martin, Mayor P.O. Box 2000 Lubbock, Texas 79457 (806) 775-2312 Telecopy: (806) 775-2051 5.02 Governing Law and Venue. This Contract is being executed and delivered and is intended to be performed in the State of Texas, the laws of Texas governing the validity, construction, enforcement and interpretation of this Contract. This Contract is performable in, and the exclusive venue for any action brought with respect hereto, shall lie in Lubbock County, Texas. Contract of Sale — Shannon L. Fox Page 4 of 7 5.03 Entirety and Amendments. This Contract embodies the entire agreement between the parties and supersedes all prior agreements and understandings, if any, related to the Property, and may be amended or supplemented only in writing executed by the party against whom enforcement is sought. 5.04 Parties Bound. This Contract is binding upon and inures to the benefit of Seller and Buyer, and their respective successors and assigns. 5.05 BUYER ACKNOWLEDGES THAT SELLER HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION AS TO THE PHYSICAL CONDITION, OR ANY OTHER MATTER AFFECTING OR RELATED TO THE PROPERTY (OTHER THAN WARRANTIES OF TITLE AS PROVIDED AND LIMITED HEREIN). BUYER EXPRESSLY AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PROPERTY IS CONVEYED "AS IS" AND "WITH ALL FAULTS", AND SELLER EXPRESSLY DISCLAIMS, AND BUYER ACKNOWLEDGES AND ACCEPTS THAT SELLER HAS DISCLAIMED, ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED (EXCEPT AS TO TITLE AS HEREIN PROVIDED AND LIMITED) CONCERNING THE PROPERTY, INCLUDING WITHOUT LIMITATION (i) THE VALUE, CONDITION, MERCHANTABILITY, HABITABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, OF THE PROPERTY, (ii) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS INCORPORATED INTO ANY SUCH IMPROVEMENTS, AND (iii) THE MANNER OR REPAIR, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF ANY SUCH IMPROVEMENTS. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON. SELLER HAS NOT MADE ANY REPRESENTATION OR WARRANTY WITH REGARD TO COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING, BUT NOT LIMITED TO, THOSE PERTAINING TO THE HANDLING, GENERATING, TREATING, STORING OR DISPOSING OF ANY HAZARDOUS WASTE OR SUBSTANCE, OR THE NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, OR THE PRESENCE OR ABSENCE OF ANY UNDERGROUND STORAGE TANK, POLLUTANT, HAZARDOUS WASTE, GAS OR SUBSTANCE OR SOLID WASTE ON OR ABOUT THE PROPERTY. EXCEPT AS OTHERWISE PROVIDED IN SECTION 3.02(a)(vi), SELLER HAS NO CONTINUING OBLIGATION WHATSOEVER TO UNDERTAKE ANY REPAIRS, ALTERATIONS OR OTHER WORK OF ANY KIND WITH RESPECT TO ANY PORTION OF THE PROPERTY. BUYER ACKNOWLEDGES THAT BUYER, HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, IS RELYING SOLELY ON BUYER'S OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY OR ON BEHALF OF SELLER. BUYER FURTHER ACKNOWLEDGES THAT NO INDEPENDENT INVESTIGATION OR VERIFICATION HAS BEEN MADE BY SELLER WITH RESPECT TO ANY INFORMATION SUPPLIED BY SELLER CONCERNING THE PROPERTY, AND SELLER HAS MADE NO REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF ANY SUCH Contract of Sale — Shannon L. Fox Page 5 of 7 INFORMATION, IT BEING INTENDED BY THE PARTIES THAT BUYER SHALL HAVE VERIFIED THE ACCURACY AND COMPLETENESS OF SUCH INFORMATION. 5.06 Risk of Loss. If any condemnation or any eminent domain proceedings are threatened or initiated that might result in the taking of any portion of the Property, or if the Improvements to the Property have been damaged by fire, storms or other acts covered by applicable fire and extended coverage insurance, and all other conditions to Closing except as a result of such condemnation or eminent domain proceeding (herein "Condemnation Proceeds") have been met, Buyer shall consummate this Contract, in which case Buyer, with respect to the Property, shall be entitled to receive any and all Condemnation Proceeds and insurance proceeds paid for or with respect to damage to the Property, and Buyer shall have the right to compromise and settle any such insurance claims. 5.07 Further Assurances. In addition to the acts and deeds recited in this Contract and contemplated to be performed, executed and/or delivered by Seller and Buyer, Seller and Buyer, at no cost or expense, agree to perform, execute and/or deliver, or cause to be performed, executed and/or delivered, any further deeds, acts, and assurances as are reasonably necessary to consummate the transactions contemplated hereby. 5.08 Time is of the Essence. It is expressly agreed between Buyer and Seller that time is of the essence with respect to this Contract. 5.09 Exhibits. The Exhibits which are referenced in, and attached to this Contract, are incorporated in and made a part of, this Contract for all purposes. 5.10 Delegation of Authority. Authority to take any actions that are to be, or may be, taken by Buyer under this Contract are hereby delegated by Buyer to City Manager, Lee Ann Dumbauld, or her designee. Executed by Seller on the // �Z�day of 2011. SELLER: Executed by Buyer on the 11th day of J, SHANNON L. FOX August 2011. BUYER: CITY OF LUBBOCK, TEXAS TOM MARTIN, MAYOR Contract of Sale — Shannon L. Fox Page 6 of 7 ATTEST: I Rebe ca Garza, City Secretary APPROVED AS TO CONTENT: 51 a2.4 L I& cd Marsha Reed, P.E. Chief Operations Officer �4 IZ_ Dave Booher Right -of -Way Agent APPROVED AS TO FORM: Chad Weaver Assistant City Attorney Contract of Sale — Shannon L. Fox Page 7 of 7 -- j Resolution No. 201.1-80344 EXHIBIT "A" TO CONTRACT OF SALE BILL OF SALE STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS COUNTY OF LUBBOCK § The undersigned, SHANNON L. FOX (the "Grantor"), for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration to Grantor in hand paid by City of Lubbock, Texas, a Home Rule Municipal Corporation (the "Grantee"), the receipt and sufficiency of which are hereby acknowledged, has BARGAINED, SOLD and CONVEYED and by these presents, does BARGAIN, SELL and CONVEY unto Grantee, all of Grantor's right, title, and interest to the personal property described on Exhibit "A" attached hereto and incorporated herein (the "Improvements"). THE CONVEYANCE OF THE IMPROVEMENTS IS ON A "WHERE IS", "AS IS" AND "WITH ALL FAULTS" BASIS, AND SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, AS TO DESCRIPTION, PHYSICAL AND ENVIRONMENTAL CONDITION OF THE IMPROVEMENTS, QUALITY, VALUE, FITNESS FOR PURPOSE, MERCHANTABILITY, OR OTHERWISE. Grantee has satisfied itself, as to the type, condition, quality and extent of the Improvements and property interests which comprise the Improvements it is receiving pursuant to this Bill of Sale. TO HAVE AND TO HOLD all of Grantor's right, title and interest in and to the Improvements unto said Grantee and Grantee's successors and assigns forever, so that neither Grantor nor Grantor's successors and assigns shall have, claim or demand any right or title to the Improvements. Bill of Sale -Shannon L. Fox Pg 1 of 2 Effective this day of , 2011. GRANTOR: SHANNON L. FOX GRANTEE: CITY OF LUBBOCK, TEXAS THE STATE OF TEXAS § COUNTY OF LUBBOCK § The foregoing instrument was acknowledged before me on the day of , 20 , by SHANNON L. FOX. Notary Public, State of Texas Printed Name: Commission Expires: Bill of Sale -Shannon L. Fox Pg2of2 Resolution No. 2011-RO344 EXHIBIT "A" The two-story house located at 10106 Milwaulkee Avenue, more particularly described as the building only on Blk AK, Sec 22, Abstract 749, Tracts 3 & 15, Lubbock, Lubbock County, Texas. EXHIBIT "8" Wood burner stove Water heater Pine on wall Cedar stairwell railing Resolution No. 2011-RO344 All of these items must be removed by the Seller prior to the six month period set forth in paragraph 2.01.